IA&B Leadership Code of Conduct
A Board member or a volunteer commits his or herself to ethical, businesslike, and lawful conduct, including proper use of authority and appropriate decorum when acting on behalf of the organization.
1. Duties
Each member of the Board or volunteer shall ascribe to the following duties:
a. Duty of Loyalty
The duty of loyalty is a standard of faithfulness; a board member or volunteer must give undivided allegiance when making decisions affecting the organization. This means that a board member or volunteer can never use information obtained as a member for personal gain, but must act in the best interests of the organization. Board members or volunteers must represent loyalty to the interests of the membership and the association. This accountability supersedes any conflicting loyalty such as that to other advocacy or interest groups and membership on other boards, or organizations or staffs. It also supersedes the personal interest of any board member or volunteer acting as a consumer of the organization's services.
b. Duty of Care
The duty of care describes the level of competence that is expected of a board member and volunteer and is commonly expressed as the duty of "care that an ordinarily prudent person would exercise in a like position and under similar circumstances." This means that a board member or volunteer owes the duty to exercise reasonable care when he or she makes a decision as a steward of the organization.
c. Duty of Obedience
The duty of obedience requires board members or volunteers to be faithful to the organization's mission. They are not permitted to act in a way that is inconsistent with the central goals of the organization. A basis for this rule lies in the members’ trust that the organization will manage funds to fulfill the organization's mission.
2. Conflict of Interest
a. Defined: A conflict of interest arises when a board member, officer, key employee, volunteer or other person in a position of authority over the organization (hereinafter collectively referred to as individual) may benefit financially from a decision he or she could make in that capacity, including indirect benefits such as to family members or businesses with which such individual is closely associated. In addition, the organization recognizes and enforces the following:
i) There must be no self-dealing or any conduct of private business or personal services between any individual, including family members, and the organization, except as procedurally controlled to assure openness, competitive opportunity, and equal access to inside information.
ii) Individuals must not abuse their position by using this organization's staff, services, equipment, materials or property for personal gain.
iii) Individuals are not to accept gifts or gratuities or any other item of value from any outside person or organization as an inducement to do business or provide services to the organization.
iv) Individuals must not use their position to obtain employment for their self, family members, or close associates, and if such individual is a non-employee and desires to seek employment with the organization, he or she must first resign the current position.
b. Disclosure: Individuals will disclose annually or provide an update to the Chairman of the Board, on a form provided by the organization, their interests that could give rise to conflicts of interest, such as a list of family members, substantial business or investment holdings, and other transactions or affiliations with businesses and other organizations or those of family members.
c. Procedure to manage conflicts: For each interest disclosed to the Chairman of the Board, the Chairman will determine whether to:
i) take no action;
ii) assure full disclosure to the Board and other individuals covered by this policy;
iii) ask the individual to recuse his or herself from participation in related discussions or decisions within the organization;
iv) ask the individual to resign from his or her position or, if the individual refuses to resign, become subject to possible removal in accordance with removal procedures.
The CEO and the CFO will monitor proposed or ongoing transactions for conflicts of interest and disclose them to the Chairman, whether discovered before or after the transaction has occurred.
3. Exercise of Individual Authority
Individuals may not attempt to exercise individual authority over the organization except as explicitly set forth in board policies:
a. Members' interaction with the CEO or with staff must recognize the lack of authority vested in individuals except when explicitly board-authorized.
b. Members' interactions with public, press or other entities must recognize the same limitations and inability of any board member or volunteer to speak on behalf of the organization, except where authorized and fully prepared to communicate explicitly stated organization positions. Members must defer to leadership in all other circumstances.
c. Members will give no consequence or voice to individual judgments of CEO or staff performance.
4. Confidentiality
Individuals will respect confidentiality appropriate to issues of a sensitive nature.
5. Personal Beliefs
We respect that board members and volunteers may hold a wide range of personal beliefs, values and commitments. These beliefs, values and commitments violate this Code of Conduct if:
a. They prevent board members or volunteers from carrying out their job responsibilities;
b. Board members or volunteers attempt to use their position and the organization's time for furthering them;
c. Board members or volunteers attempt to convince other board members, volunteers or staff of their personal beliefs after these individuals have been instructed to refrain.
6. Nondiscrimination
It is the policy of the organization to provide an environment that is free of discrimination and unlawful harassment, including those based on an individual's sex, race, disability, ethnicity, age, religion or any other legally-protected characteristic, and will not be tolerated and should be reported immediately to the Chairman of the Board or the CEO.
7. Removal from Office
In accordance with the bylaws, a director may be removed from office or his or her position declared vacant if the director is:
a. Absent without excuse from the Chairman for two (2) consecutive board of directors' meetings;
b. Engaged in activity in direct violation of the organizations Code of Conduct;
c. Convicted of a felony;
d. Declared incompetent by order of a court of proper jurisdiction; and/or
e. Any other proper cause as determined by the Board.
8. Whistleblower Protection
This Code of Conduct requires Board Members, volunteers and staff to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. This includes the practice of honesty and integrity in fulfilling all responsibilities and compliance with all applicable laws and regulations. The organization encourages these individuals to come forth with credible information on illegal practices or serious violations of adopted policies. Appropriate subjects to raise include financial improprieties, accounting matters, ethical violations, or other similar illegal or improper practices or polices. Other subjects upon which the organization has existing complaint mechanisms should be addressed under those mechanisms, unless those mechanisms are themselves implicated in the wrongdoing. This policy is not intended to provide a means of appeal from outcomes in those other mechanisms.
a. It is the responsibility of all individuals to report violations or suspected violations including any activity considered to be illegal, dishonest or in violation of the law or this Code.
b. No individual who, in good faith, reports a violation shall suffer harassment, retaliation or adverse consequence. This whistleblower protection is intended to encourage and enable all individuals within the organization to raise serious concerns within the organization prior to seeking resolution outside the organization.
c. All violations should be reported immediately to the Chairman of the Board or the CEO, who will work with the Governance Committee of the Board of Directors to address all reported concerns, complaints or allegations until the matter is resolved. The Chairman of the Board or the Governance Committee shall advise the Board of Directors of any compliance activity. If both the Chairman and CEO are implicated, the violation should be reported to the General Counsel.
d. Any individual filing a complaint concerning a violation or suspected violation must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation of the law or this Code. Any complaint should describe in detail the specific facts demonstrating the bases for the complaint. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense up to and including removal from the Board or other volunteer capacity.
e. Violations or suspected violations may be submitted on a confidential basis or may be submitted anonymously. Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation. All reports will be promptly investigated and appropriate corrective action will be taken if warranted by the investigation.
All investigations will be prompt, discreet and conducted with objective review and investigation; however, it is recognized that the Organization may not be able to fully evaluate a vague or general complaint, report or inquiry that is made anonymously.
